First Priority Lien Debt definition

First Priority Lien Debt for the purposes of the Collateral Trust Agreement and the other First Priority Lien Documents;
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First Priority Lien Debt means, collectively, (a) the First Priority Notes, (b) the Indebtedness under this Agreement, (c) the Indebtedness under the Revolving Loan Agreement, (d) Hedging Obligations incurred to hedge or manage interest rate risk with respect to other First Priority Lien Debt having an aggregate notional amount not to exceed, together with the aggregate notional amount of any outstanding Hedging Obligations constituting Second Priority Lien Debt, $500,000,000, (e) Indebtedness under any other Credit Facility that is secured by a First Priority Lien, and (f) any other Indebtedness the net proceeds of which are used to refund, refinance, replace, defease, discharge or otherwise acquire or retire any other First Priority Lien Debt; provided, however, such Indebtedness shall constitute First Priority Lien Debt only if, in the case of clauses (d), (e) or (f) of this definition, (i) such Indebtedness was permitted to be incurred and so secured under each applicable Financing Document (or the lenders under such Indebtedness obtained an Officer's Certificate of the Borrower at the time of incurrence to the effect that such Indebtedness was permitted to be incurred and so secured under each applicable Financing Document), (ii) on or before the date on which such Indebtedness is incurred by the Borrower or the applicable Subsidiary, such Indebtedness is designated by the Borrower, in an Officer's Certificate delivered to each First Priority Debt Representative and the Collateral Agent, as First Priority Lien Debt for the purposes of the Collateral Trust Agreement and the other First Priority Lien Documents; (iii) such Indebtedness is governed by an agreement that includes a Sharing Confirmation, a Lien Priority Confirmation and an agreement by the holder of such Indebtedness and the applicable First Priority Debt Representative to vote with respect to such Indebtedness as described in the Collateral Trust Agreement; and (iv) all requirements set forth in the Collateral Trust Agreement as to the confirmation, grant or perfection of the Collateral Agent's Liens to secure such Indebtedness or Obligations in respect thereof are satisfied (and the satisfaction of such requirements will be conclusively established if the Borrower delivers to the Collateral Agent an Officer's Certificate stating that such requirements have been satisfied and that such Indebtedness is First Priority Lien Debt).
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First Priority Lien Debt means, collectively, (a) the First Priority Notes, (b) the Indebtedness under this Agreement, (c) the Indebtedness under the First Priority Term Loan Agreement, (d) Hedging Obligations incurred to hedge or manage interest rate risk with respect to other First Priority Lien Debt having an aggregate notional amount not to exceed, together with the aggregate notional amount of any outstanding Hedging Obligations constituting Second Priority Lien Debt, $500,000,000, (e) Indebtedness under any other Credit Facility that is secured by a First Priority Lien, and (f) any other Indebtedness the net proceeds of which are used to refund, refinance, replace, defease, discharge or otherwise acquire or retire any other First Priority Lien Debt; provided, however, such Indebtedness shall constitute First Priority Lien Debt only if, in the case of clauses (d), (e) or (f) of this definition:
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Examples of First Priority Lien Debt in a sentence

  • So long as the Discharge of First Priority Claims has not occurred, the Common Collateral and all proceeds thereof received in connection with any sale or other disposition of, realization on, or collection on or on account of any such Common Collateral shall first be applied by the First Priority Lien Collateral Trustee to the First Priority Claims in such order as specified in the relevant First Priority Lien Debt Documents until the Discharge of First Priority Claims has occurred.

  • There is no other Series (as defined in the Collateral Trust Agreement) of First Priority Lien Debt outstanding or issued.

  • Promptly following any Discharge of First Priority Lien Obligation, each First Priority Debt Representative with respect to each applicable Series of First Priority Lien Debt that is so discharged will provide written notice of such discharge to the Collateral Agent and to each other Secured Debt Representative.

  • Except as otherwise provided herein, all payments received by the First Priority Lien Holders may be applied, reversed and reapplied, in whole or in part, to such part of the First Priority Claims as the First Priority Lien Holders, in their sole discretion, deem appropriate, consistent with the terms of the First Priority Lien Debt Documents.

  • If the Note holders have collectively agreed to purchase less than the entire Working Capital Facility, the holders of such First Priority Lien Debt may retain the Working Capital Facility.

  • Xxxxxx Title: President SYNERGY HEALTH US HOLDINGS, INC., as a Guarantor By: /s/ Xxxxxxx X.

  • All notices to the Subordinated Lien Secured Parties and the First Priority Lien Holders permitted or required under this Agreement may be sent to the First Priority Lien Debt Representatives or any Subordinated Lien Debt Representative as provided in the Credit Agreement, the First Priority Senior Secured Notes Indenture, the other relevant First Priority Lien Debt Document, the Second Priority Senior Secured Notes Indenture or the relevant Subordinated Lien Debt Document, as applicable.

  • The First Priority Lien Debt Representatives hereby agree to promptly notify each Subordinated Lien Debt Representative upon payment in full in cash of all Indebtedness under the applicable First Priority Lien Debt Documents (except for contingent indemnities and cost and reimbursement obligations to the extent no claim therefor has been made).

  • Unless and until the Discharge of First Priority Claims has occurred, the First Priority Lien Collateral Trustee and the First Priority Lien Holders shall have the sole and exclusive right, subject to the rights of the Grantors under the First Priority Lien Debt Documents, to adjust settlement for any insurance policy covering the Common Collateral in the event of any loss thereunder and to approve any award granted in any condemnation or similar proceeding affecting the Common Collateral.

  • In exercising rights and remedies with respect to the First Priority Lien Collateral, the First Priority Lien Collateral Trustee and the First Priority Lien Holders may enforce the provisions of the First Priority Lien Debt Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole and absolute discretion.


More Definitions of First Priority Lien Debt

First Priority Lien Debt means Debt Incurred by the Company and the Guarantors pursuant to the Credit Agreement or any other Debt Facility designated by the Company in an officers’ certificate to be First Priority Lien Debt in an aggregate principal amount at any one time outstanding not to exceed the Maximum Permitted Amount.
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First Priority Lien Debt means (a) Indebtedness under this Agreement, (b) Indebtedness incurred under Section 7.03(b)(xii) which is secured by a First Priority Lien, (c) Hedging Obligations of the Borrower and its Restricted Subsidiaries secured by a First Priority Lien or (d) any Permitted Refinancing Indebtedness in respect of any of the foregoing, but, in the case of clause (b), (c) or (d), only if on or before the day on which such Indebtedness, Hedging Obligations or Permitted Refinancing Indebtedness, as applicable, is incurred by the Borrower and/or any of its Restricted Subsidiaries such Indebtedness, Hedging Obligations or Permitted Refinancing Indebtedness, as applicable, is designated by the Borrower, in an officer’s certificate delivered to the Administrative Agents on or before such date, as First Priority Lien Debt for the purposes of this Agreement.
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First Priority Lien Debt means: (i) Indebtedness under the Loan Agreement; (ii) Indebtedness under any other Credit Facility that is secured by a First Priority Lien; and (iii) any other Indebtedness the net proceeds of which are used to refund, refinance, replace, defease, discharge or otherwise acquire or retire any other First Priority Lien Debt; provided, that:
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First Priority Lien Debt. Second Priority Lien Debt, Third Priority Lien Debt and Other Junior Lien Debt.
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Related to First Priority Lien Debt

  • First Priority Lien Obligations means (i) all Secured Bank Indebtedness, (ii) all other Obligations (not constituting Indebtedness) of the Issuer and its Restricted Subsidiaries under the agreements governing Secured Bank Indebtedness and (iii) all other Obligations of the Issuer or any of its Restricted Subsidiaries in respect of Hedging Obligations or Obligations in respect of cash management services in each case owing to a Person that is a holder of Indebtedness described in clause (i) or Obligations described in clause (ii) or an Affiliate or Representative of such holder at the time of entry into such Hedging Obligations;

  • Priority Lien Debt means Indebtedness of the Company and the Subsidiary Guarantors under the Priority Lien Credit Agreement (including reimbursement obligations with respect to letters of credit).

  • First Priority Lien means any Lien created by the First Priority Security Documents.

  • First Priority Liens means all Liens that secure the First Priority Lien Obligations.

  • Permitted Priority Liens means Liens permitted under any of the clauses (b), (c), (d), (e), (f) or (i) of Section 9.02.

  • First Priority Documents means the First Priority Agreement, each First Priority Security Document and each First Priority Guarantee.

  • Second Priority Liens means all Liens on the Second Lien Collateral to secure the Second Lien Obligations, whether created under the Second Lien Security Documents or acquired by possession, statute, operation of law, subrogation or otherwise.

  • Priority Lien Security Documents means the Priority Credit Agreement (insofar as the same grants a Lien on the Collateral), each agreement listed in Part A of Exhibit B hereto, and any other security agreements, pledge agreements, collateral assignments, mortgages, deeds of trust, control agreements, or grants or transfers for security, now existing or entered into after the date hereof, executed and delivered by the Borrower or any other Grantor creating (or purporting to create) a Lien upon Collateral in favor of the Priority Lien Agent (including any such agreements, assignments, mortgages, deeds of trust and other documents or instruments associated with any Priority Substitute Credit Facility).

  • First Priority Security Documents means each agreement or document granting or purporting to xxxxx x Xxxx on any Common Collateral to secure First Priority Obligations.

  • Second Priority Lien means the Liens on the Second Priority Collateral in favor of Second Priority Debt Parties under Second Priority Collateral Documents.

  • Series of Priority Lien Debt means, severally, the Indebtedness outstanding under the Credit Agreement and any other Credit Facility that constitutes Priority Lien Debt.

  • Second Priority Debt Obligations means the Initial Second Priority Debt Obligations and, with respect to any series, issue or class of Second Priority Debt, (a) all principal of, and interest (including, without limitation, any interest which accrues after the commencement of any Bankruptcy Case, whether or not allowed or allowable as a claim in any such proceeding) payable with respect to, such Second Priority Debt, (b) all other amounts payable to the related Second Priority Debt Parties under the related Second Priority Debt Documents and (c) any renewals or extensions of the foregoing.

  • Priority Lien means a first priority Lien (subject in priority only to Permitted Prior Liens) granted in favor of the Collateral Trustee pursuant to a Note Security Document, at any time, upon any property of the Company or any other Grantor to secure Priority Lien Obligations.

  • First Priority Collateral means all assets, whether now owned or hereafter acquired by the Borrower or any other Loan Party, in which a Lien is granted or purported to be granted to any First Priority Secured Party as security for any First Priority Obligation.

  • Second Priority Debt Documents means the Initial Second Priority Debt Documents and, with respect to any series, issue or class of Second Priority Debt, the promissory notes, indentures, Collateral Documents or other operative agreements evidencing or governing such Indebtedness, including the Second Priority Collateral Documents.

  • Priority Lien Obligations means the Priority Lien Debt and all other Obligations in respect of Priority Lien Debt.

  • Priority Lien Secured Parties means the holders of Priority Lien Obligations and any Priority Debt Representatives.

  • Second Priority Collateral Documents means the Initial Second Priority Collateral Documents and each of the collateral agreements, security agreements and other instruments and documents executed and delivered by the Borrower or any Grantor for purposes of providing collateral security for any Second Priority Debt Obligation.

  • Second Priority Documents means each Second Priority Agreement, each Second Priority Security Document and each Second Priority Guarantee.

  • First Priority Obligations means (a) with respect to the Existing First Priority Agreement, all “Obligations” of each Loan Party as defined in the Existing First Priority Agreement and (b) with respect to each other First Priority Agreement, all “Obligations” of each Loan Party as defined in such First Priority Agreement, and shall in any event include (i) all principal of and interest (including without limitation any Post-Petition Interest) and premium (if any) on all loans made or other indebtedness issued or incurred pursuant to such First Priority Agreement, (ii) all reimbursement obligations (if any) and interest thereon (including without limitation any Post-Petition Interest) with respect to any letter of credit or similar instruments issued pursuant to such First Priority Agreement, (iii) all Specified Swap Agreements, (iv) all Specified Cash Management Agreements and (v) all guarantee obligations, fees, expenses and other amounts payable from time to time pursuant to the applicable First Priority Documents, in each case whether or not allowed or allowable in an Insolvency Proceeding. To the extent any payment with respect to any First Priority Obligation (whether by or on behalf of any Loan Party, as proceeds of security, enforcement of any right of setoff or otherwise) is declared to be a fraudulent conveyance or a preference in any respect, set aside or required to be paid to a debtor in possession, any Second Priority Secured Party, receiver or similar Person, then the obligation or part thereof originally intended to be satisfied shall, for the purposes of this Agreement and the rights and obligations of the First Priority Secured Parties and the Second Priority Secured Parties, be deemed to be reinstated and outstanding as if such payment had not occurred.

  • First Priority Secured Parties means, with respect to each Type of Common Collateral, the First Priority Representative and the holders of the First Priority Obligations.

  • Second Priority Debt means any Indebtedness of the Borrower or any other Grantor guaranteed by the Guarantors (and not guaranteed by any Subsidiary that is not a Guarantor), including the Initial Second Priority Debt, which Indebtedness and guarantees are secured by the Second Priority Collateral on a pari passu basis (but without regard to control of remedies, other than as provided by the terms of the applicable Second Priority Debt Documents) with any other Second Priority Debt Obligations and the applicable Second Priority Debt Documents which provide that such Indebtedness and guarantees are to be secured by such Second Priority Collateral on a subordinate basis to the Senior Debt Obligations (and which is not secured by Liens on any assets of the Borrower or any other Grantor other than the Second Priority Collateral or which are not included in the Senior Collateral); provided, however, that (i) such Indebtedness is permitted to be incurred, secured and guaranteed on such basis by each Senior Debt Document and Second Priority Debt Document and (ii) except in the case of the Initial Second Priority Debt hereunder, the Representative for the holders of such Indebtedness shall have become party to this Agreement pursuant to, and by satisfying the conditions set forth in, Section 8.09 hereof. Second Priority Debt shall include any Registered Equivalent Notes and Guarantees thereof by the Guarantors issued in exchange therefor.

  • Second Priority Collateral means any “Collateral” as defined in any Second Priority Debt Document or any other assets of the Borrower or any other Grantor with respect to which a Lien is granted or purported to be granted pursuant to a Second Priority Collateral Document as security for any Second Priority Debt Obligation.

  • Discharge of Priority Lien Obligations means the occurrence of all of the following:

  • First Lien Debt means the Initial First Lien Debt and any Additional First Lien Debt.

  • Notes Priority Collateral has the meaning set forth in the Intercreditor Agreement.